Groupama // Universal Registration Document 2022

8

ADDITIONAL INFORMATION Company information

8.1.2.10 Initial capital (Article 10) The national mutual’s initial capital is set at €3,617,878,996.80. This capital was funded by the issue of 411,824,587 mutual certificates with a par value of €8.785 each, resulting from the conversion, pursuant to law No. 2016 ‑ 1691 of 9 December 2016, of the shares held by the member mutuals in the Company when it was in the form of a public limited company.

8.1.2.15 (a) Board of Directors (Article 15) Membership of the Board of Directors The national mutual is administered by a Board of Directors, consisting of at least 15 Directors and a maximum of 16 Directors, divided into the following two categories of Directors: Directors elected by the Ordinary General Meeting: ❯ nine (9) natural persons representing the member mutuals appointed from among the delegates to the General Meeting of the national mutual having the position of Chairman of the Board of Directors of their mutual, ■ at least four (4) but no more than five (5) natural persons elected for their qualifications on the proposal of the Board of Directors, who have not served as a Director or member of the Supervisory Board within a company or mutual falling within the Group’s scope of consolidation or been employed by one of these companies or mutuals during the last five fiscal years. ■ The Directors are appointed by the Ordinary General Meeting for a term of office of six (6) years. Directors may be re ‑ elected. Where Directors representing a member mutual who lose the status of Chairman of the Board of Directors of their mutual, their term of office as Director of the national mutual shall automatically cease. In the event of a vacancy of one or more member seats on the Board of Directors due to death, resignation, or termination of a term of office, particularly following a decision of opposition by the French Prudential Supervision and Resolution Authority (ACPR), and where the number of Board members has fallen below the minimum required by the bylaws, the Board must make provisional appointments between two General Meetings to complete its membership within three months from the day on which the vacancy occurs. A Director appointed to replace another shall only exercise his/her duties during the remaining term of office of his/her predecessor. Appointments made by the Board of Directors by virtue of the preceding paragraph are subject to The income statement summarising revenue and expenses for the year will show, by difference, the profit or loss for the year, after deducting amortisation, depreciation, and provisions. After deductions to establish the mandatory provisions and reserves required by the regulations in force have been made, the General Meeting may, on the proposal of the Board of Directors, appropriate the available balance of the earnings of the fiscal year, plus any positive retained earnings, as follows: appropriation, within the limits set by law, to compensation of mutual certificates; ❯ appropriation to any existing or new reserves account or retained earnings; ❯ distribution of annual surpluses among the member mutuals subject to the provisions of the first paragraph of Article R. 322 ‑ 73 of the French Insurance Code. ❯ The General Meeting will determine the amount and terms of this allocation.

Resources/Uses (Article 11)

8.1.2.11

The national mutual’s resources consist of:

ordinary resources: reinsurance contributions, investment income, reinsurers’ payments; ❯ extraordinary resources: mutual certificates, loans, as well as donations, bequests and subsidies of any kind. ❯

The national mutual’s expenses consist of:

its share in payments of claims; ❯ payments to reinsurers; ❯

its share in the allowances for technical reserves for unexpired risks, claims payable, current annuities and miscellaneous items, established in accordance with the regulations in force; ❯

management fees; ❯ interest on loans. ❯

8.1.2.12 Mutual certificates (Article 12) The national mutual may issue mutual certificates only to member mutuals under the conditions provided for by the laws in force. The mutual certificates have no physical form. They are recorded in registered form in a register and in a securities account held by the national mutual or on its behalf by an authorised intermediary. Ownership of the mutual certificate is established by entry in the certificate account in the name of the holder. The mutual certificate holder has no obligation to pay the corporate liabilities beyond the amount of the mutual certificates subscribed and only in case of liquidation of the national mutual as mentioned in Article 32 below. Loans (Article 13) The national mutual may issue loans, bonds, participating shares and subordinated instruments under the conditions of the laws in force. 8.1.2.13

Annual financial statements – Appropriation of earnings (Article 14)

8.1.2.14

The fiscal year will have a duration of twelve months. It will begin on 1 January and end on 31 December of each year. At the close of each fiscal year, the Board of Directors shall prepare a management report consistent with the provisions of Article L. 322 ‑ 26 ‑ 2 ‑ 4 of the French Insurance Code.

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Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES